FALSE000073101200007310122026-10-062026-10-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2026
HEALTHCARE SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-12015
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| Pennsylvania | 23-2018365 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification number) |
3220 Tillman Drive, Suite 300, Bensalem, Pennsylvania
(Address of principal executive office)
19020
(Zip Code)
Registrant's telephone number, including area code: (215) 639-4274
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
( ☐ ) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
( ☐ ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
( ☐ ) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
( ☐ ) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.01 par value | HCSG | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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| Item 1.01 | Entry into a Material Definitive Agreement |
On October 6, 2026, Healthcare Services Group, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Real Artisan Brands, LLC and certain other parties thereto (collectively, the “Seller Parties”), pursuant to which the Company agreed to acquire all of the outstanding equity interests of NexDine, LLC and Xendella, LLC (collectively, “NEXDINE Hospitality”) (the “Acquisition”).
Pursuant to the Purchase Agreement, the aggregate purchase price for the Acquisition is approximately $93.5 million, subject to customary adjustments, plus contingent consideration payable upon the achievement of certain performance conditions following the closing. The Company funded the cash consideration payable at closing using cash on hand.
The Purchase Agreement contains customary representations, warranties, covenants and termination provisions.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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| Item 7.01 | Regulation FD Disclosure. |
On October 7, 2026, the Company issued a press release announcing the Acquisition. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information set forth herein and in Exhibit 99.1 is furnished pursuant to Item 7.01 Regulation FD Disclosure and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section nor shall the information be deemed incorporated by reference in any filing of the Company.
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| Item 9.01 | Financial Statements and Exhibits. |
( d ) Exhibits. The following exhibits are being furnished herewith:
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| Exhibit Number | | Description |
| 2.1* | | Membership Interest Purchase Agreement, dated as of October 6, 2026, by and among Healthcare Services Group, Inc., Real Artisan Brands, LLC and the other parties thereto. |
| 99.1 | | Press Release dated October 7, 2026, issued by Healthcare Services Group, Inc. (furnished). |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Certain schedules and exhibits to the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission or its staff upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | HEALTHCARE SERVICES GROUP, INC. |
Date: October 7, 2026 | By: | /s/ Vikas Singh |
| | Name: Vikas Singh
Title: Executive Vice President & Chief Financial Officer |
Healthcare Services Group Announces Acquisition of NEXDINE Hospitality
Deepens Health and Hospitality Services Capabilities, Unlocks New Growth Pathway
BENSALEM, PA — Healthcare Services Group, Inc. (NASDAQ: HCSG) today announced that it acquired NEXDINE Hospitality (“NEXDINE”), a privately held leader in dining and hospitality service management, with a strong presence in the senior living market.
NEXDINE will operate as a wholly-owned subsidiary of HCSG, retaining its existing brand identity and will remain headquartered in Mansfield, Massachusetts. The organization will continue to be led by the current leadership team, including Founder and CEO David Lanci.
"This acquisition represents a significant milestone for HCSG as we expand our footprint into the rapidly growing senior living and hospitality-driven care markets," said Ted Wahl, President and CEO of Healthcare Services Group. "NEXDINE has built an exceptional reputation blending culinary innovation with deep industry expertise. We are honored to partner with NEXDINE’s extraordinary team in their next phase of growth and innovation.”
"This combination represents an exciting new chapter for NEXDINE," said David Lanci. "For nearly two decades, NEXDINE has been guided by the belief that service begins with great people and strong client relationships. In HCSG, we found a partner who shares those values and our vision for elevating the hospitality experience.”
Consideration includes an upfront purchase price of $93.5 million, with the potential for additional contingent consideration upon the achievement of certain performance targets. The transaction was funded with cash on hand and is expected to contribute over $150 million in annual revenue.
About Healthcare Services Group, Inc.
Healthcare Services Group (NASDAQ: HCSG) is a leader in managing Environmental and Dietary services within the healthcare industry. With 50 years of experience, HCSG aims to provide improved operational, regulatory, and financial outcomes for its clients.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release and any schedules incorporated by reference into it may contain forward-looking statements within the meaning of federal securities laws, which are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, and our beliefs and assumptions. Words such as “believes,” “anticipates,” “plans,” “expects,” “estimates,” “will,” “goal,” “intend” and similar expressions are intended to identify forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation by us that any of our plans will be achieved. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking information is also subject to various risks and uncertainties. Such risks and uncertainties include, but are not limited to, risks arising from our providing services primarily to the healthcare industry and primarily providers of long-term care; credit and collection risks associated with the healthcare industry; the impact of bank failures; our claims experience related to workers’ compensation, general liability and other insurance programs; the effects of changes in, or interpretations of laws and regulations governing the healthcare industry, our
workforce and services provided, including state and local regulations pertaining to the taxability of our services and other labor-related matters such as minimum wage increases; the Company's expectations with respect to selling, general, and administrative expense; the impacts of past or future cyber attacks or breaches; global events including ongoing international conflicts and increased energy prices; and the risk factors described in Part I of our Form 10-K for the fiscal year ended December 31, 2025 under “Government Regulation of Customers,” “Service Agreements and Collections,” and “Competition” and under Item 1A. “Risk Factors” in such Form 10-K.
These factors, in addition to delays in payments from customers and/or customers undergoing restructurings, have resulted in, and could continue to result in, significant additional bad debts in the near future. Additionally, our operating results have been in the past and could in the future be adversely affected by continued inflation particularly if increases in the costs of labor and labor-related costs, materials, supplies and equipment used in performing services (including the impact of potential tariffs) cannot be passed on to our customers.
In addition, we believe that to improve our financial performance we must continue to obtain service agreements with new customers, retain and provide new services to existing customers, achieve modest price increases on current service agreements with existing customers and/or maintain internal cost reduction strategies at our various operational levels. Furthermore, we believe that our ability to sustain the internal development of managerial personnel is an important factor impacting future operating results and the successful execution of our projected growth strategies. There can be no assurance that we will be successful in that regard.
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| Company Contacts: | | |
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| Theodore Wahl | | |
| President and Chief Executive Officer | | |
| | |
| Vikas Singh | | |
| Executive Vice President and Chief Financial Officer | | |
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| Matthew J. McKee | | |
| Chief Communications Officer | | |
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| 215-639-4274 | | |
| investor-relations@hcsgcorp.com | | |
